Last updated: July 15, 2025

SOW Assumptions and Responsibilities for each Statement of Work for Professional Services 

These Assumptions and Responsibilities are hereby incorporated into and made part of each SOW by and between Customer and Fusion Laboratories LLC / dba NPact (“NPact”) under each Agreement to Purchase by and between Customer and NPact. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Standard Terms. These SOW Assumptions and Responsibilities may be amended in a particular SOW by reference to amendment of a particular provision herein. In that case, notwithstanding anything to the contrary in the ATP, the amended provision of these SOW Assumptions and Responsibilities shall apply for the purposes of that particular SOW only. 

NPact’s performance of each SOW is expressly conditioned on Customer’s acceptance of and compliance with these SOW Assumptions and Responsibilities, and by entering into each SOW, Customer agrees to be bound by these SOW Assumptions and Responsibilities. If Customer disagrees with any part of these SOW Assumptions and Responsibilities, then Customer may terminate the SOW in accordance with the Standard Terms. 

The performance of NPact’s Professional Services, and related timing, resources, and fees associated with each SOW for Professional Services are based on the following assumptions and Customer responsibilities including, but are not limited to:  

Customer Project Contacts 

Project Lead 

The Customer shall designate a Project Lead who will work with the NPact Project Manager to coordinate meeting resources, assist with task planning, help resolve issues and manage risk, provide feedback for initiative prioritization, assist with roadmap production, and ensure that appropriate management approvals are obtained in a timely manner. Additionally, this Customer resource or their designee shall be available to provide follow-up materials, to answer questions, or to provide feedback on associated deliverables.  The Customer must ensure that the contact designated for this role is reasonably available to attend the required meetings and supply the requested documentation or information necessary to ensure that project activities are able to move forward in accordance with the Project Plan. 

Technical Lead 

The Customer shall designate a Technical Lead who will work with the NPact Project Manager to provide knowledge and insight into the data, processes, and tools for each activity being investigated. Additionally, this Customer resource or their designee shall be available to provide follow-up materials, to answer questions, or to provide feedback on associated deliverables. The Customer must ensure that the contact designated for this role is reasonably available to attend the required meetings and supply the requested documentation or information necessary to ensure that project activities are able to move forward in accordance with the Project Plan. 

Additional Customer Responsibilities 

Access to Information 

The Customer shall provide NPact with timely and complete access to, and ensure the availability of, all Customer personnel, data, including Customer Data, documentation, systems, and other resources that may be reasonably necessary for NPact to perform the Services. The Customer will cooperate with NPact in taking action and executing documents, as appropriate, to achieve the objectives of each SOW.  

Accuracy of Information 

The Customer is responsible for the completeness and correctness of all documentation presented to NPact and shall verify the accuracy or completeness of the information provided.  Customer shall ensure the cleanliness and accuracy of all data, including Customer Data, presented to NPact. As part of the data import and implementation process, Customer will be responsible for correcting any source system data that results in, errors or other import anomalies, including but not limited to exceptions. 

If Customer does not, or is unable to, correct such source system data, Customer understands and agrees that such data may not be converted or may be converted erroneously, and any such issues may affect the Go-Live timeline and may have to be addressed in the solution to this issue for an additional charge. 

Customer Responsibilities for the Project Timeline 

The Customer's business leaders will be responsible for timely decision making, critical issue resolution, and efforts to promote this Professional Services engagement internally.  Customer or Customer's other vendors will use reasonable efforts to respond to questions or requests within one business day. Customer will notify the appropriate vendors and make the necessary arrangements for NPact to conduct interviews to gather details about the vendor's processes as needed. Customer will be responsible for obtaining all necessary license and use rights for any such items that will be utilized by NPact in connection with Services delivered and to provide NPact legal access thereto.  

Completion of Deliverables assumes Customer resources, including but not limited to, business leaders, Project Team members, IT resources, business subject matter experts, and any other resources required by NPact to complete the Deliverables, are available to support the activities.  The activities include, but are not limited to, training sessions, workshops, meetings, document review sessions, and any other meetings and work product that are necessary to complete the implementation or other Professional Services.  If Customer’s business subject matter experts do not provide adequate time as defined in the implementation or other Professional Services timeline, to support the above activities, the Deliverable schedule and activities are subject to change and/or the ATP or applicable SOW may be terminated through a written notice to the Customer. Any timeline delays will result in a fee-based Change Order to be paid for by the Customer.  

Location of Services 

All Services will be performed remotely unless otherwise agreed to in writing by NPact and Customer. No NPact travel is required for the performance of Services. If Customer desires on-site work, NPact must specifically agree in writing to that on-site work and such on-site work will result in an additional charge to Customer. There is a two-day minimum charge for any on-site work.  The minimum cost for on-site work will be $4,000.00 per day for a total of $8,000.00 minimum charge, plus expenses. 

Onboarding Support 

Customer engagement in consultation or system walk throughs(s), is expected to be performed remotely utilizing screen share software.  The time allocated to the various onboarding support activities shall be in accordance with the Project Plan.  If travel is required, Customer will reimburse NPact for all reasonable travel and living expenses incurred while providing these Services, including, but not limited to airfare, ground transportation, hotel, meal costs and other miscellaneous travel expenses in addition to the minimum two-day rate of $8,000. 

Customer and NPact will schedule onboarding support activities in a timely manner, and within the planned implementation window. NPact will make reasonable efforts to accommodate Customer’s timing regarding requests. Should the Customer request additional onboarding support or other Professional Services activities or sessions, they will be quoted as a Change Order to the SOW. 

If Customer cancels and/or schedules changes to any scheduled onboarding support or other Professional Services activities within three (3) business days of the scheduled session, and/or if Customer fails to show-up at the scheduled time, Customer will be charged the hourly charge for the full time that had been scheduled, at $275 per hour, as a cancellation fee. 

Exclusions  

NPact will not perform any Services requested by Customer that are not supported by standard and generally available functionality within the Software being implemented.  

Customer Failure to Perform 

If Customer does not fully perform its responsibilities as detailed in the SOW or other provisions of the ATP, or if the Customer fails to perform any of its responsibilities in a timely manner, NPact reserves the right to charge the Customer for the additional implementation resources  or other support capacity utilized outside of the scheduled implementation window or other timeline at the rate of $275 per hour, and Customer hereby agrees to pay for those additional charges.  Customer will be charged for any additional Deliverables not outlined above and/or outside of the scheduled implementation or other timeline window at the rate of $275 per hour. 

No Refund 

If Customer and NPact execute an ATP and/or SOW, and Customer wishes to cancel, no refunds will be paid. Customer may cancel effective on notice to NPact within sixty (60) days after the ATP Effective Date or SOW Start Date, provided that:  

(a) for Subscription Services and Support Services, NPact will have no further obligations to Customer, and any and all Fees paid by Customer in connection with the ATP or applicable SOW will be retained by NPact as a cancellation fee, which the parties agree is a fair and reasonable allocation of damages, and in addition any Fees or expenses Customer owes to NPact will be immediately due and payable; and  

(b) for Professional Services, any and all Fees paid by Customer in connection with the ATP or applicable SOW will be retained by NPact, and in addition any Fees or expenses Customer owes to NPact will be immediately due and payable. Prepaid consulting hours may be used at any time over the immediately following twelve (12) months after the notice of cancellation.  

Design as Intended 

The Software included under the ATP is understood to be Software-as-a-Service (herein, “SaaS”) and is offered as-is in terms of the features and functions which can be configured or used by the Customer.  NPact is not responsible for troubleshooting or otherwise supporting any modifications made to any Software or other Deliverable by Customer or a third party.   

Delays 

Customer understands and agrees that NPact is not responsible for any delays in the development or delivery or failure to perform that are attributable to or caused by: (a) Customer failing to act or respond in accordance with any written schedule, which failure includes any and all delays in approvals or responses from Customer and/or Customer’s third-party software providers/partners, or (b) any circumstances beyond NPact’s reasonable control.  

If any delays occur, the timeline and/or milestone schedule will be adjusted on a day-for-day basis for each day of delay unless the parties mutually agree, in writing, to a different time period. Delays in approvals or responses will result in delays and increased costs and will affect NPact’s successful completion of the Services. All delays will incur a fee-based Change Order by the Customer to remediate incurred fees and costs during the implementation period or other timeline. 

Acceptance of Deliverables  

Any interim Deliverables will be considered accepted by Customer unless NPact receives written notification from Customer of errors within ten (10) business days of receipt. If NPact receives written notification of errors within ten (10) business days after receipt of the Deliverable and prior to the completion of the User Acceptance Test, and NPact confirms that such errors are reasonable and through no fault of the Customer, NPact will address reported errors, in a revised Deliverable. Customer will then have an additional ten (10) business days to report that all errors have been resolved by the revised Deliverable. If NPact does not receive written notification of unresolved errors within such additional ten (10) business days, the Deliverable will be considered accepted by Customer. Upon the successful completion of the User Acceptance Test, all of the Deliverables will be deemed accepted, and the implementation will be considered complete.  

User Acceptance Testing and Project Completion  

When the final Deliverables have been submitted to Customer, Customer will have ten (10) business days to test the Deliverables to confirm that they substantially conform to their Documentation and the requirements of the SOW. At the end of these ten (10) business days, subject to the paragraph above for any reported errors, the Customer will be responsible for completing User Acceptance Testing within the immediately subsequent ten (10) business days in accordance with the Project Plan and completing any such documentation or logging of the various requirements tested.  Failure by the Customer to complete User Acceptance Testing in the time period outlined above or, if applicable, in the Project Plan will result in Go-Live extension and a fee-based Change Order.  Upon the successful completion of the User Acceptance Test, the Software or other Deliverables will be deemed accepted, and the implementation or other Professional Services will be considered complete.  

The SOW may specify other or additional acceptance testing procedures.